Louisiana's New Partnership Provisions: A Review of the Changes and Some Continuing Problem Areas
![handle is hein.journals/louilr42 and id is 1481 raw text is: LOUISIANA'S NEW PARTNERSHIP PROVISIONS: A REVIEW OF THE
CHANGES AND SOME CONTINUING PROBLEM AREAS
Introduction
In 1980 the Louisiana Legislature enacted Acts 150, 151i and 152,
which revised and amended Louisiana's partnership law.' The repealed
Civil Code articles had existed since 1825, when the legislature re-
jected Edward Livingston's projet for a Commercial Code and ap-
parently rewrote and placed in the Louisiana Civil Code the portion
on partnership law.2 In the rewriting process, many errors and illogical
classifications crept in and produced an awkward and inconsistent body
of law.' The 1980 revision was an effort to eliminate the confusion
and inconsistencies, and to provide more practical provisions for use
in a society where partnerships are popular vehicles of commerce.
Since their enactment, the provisions of the 1980 partnership revi-
sion have been the subject of four amendments.' Of these, only Act
797 of 1981, substantially amending article 2826 and providing for the
causes of termination of a partnership, will be examined. The other
amendments were primarily technical in nature.'
The 1980 revision brought about several significant theoretical
changes. The first significant change is the elimination of the distinc-
1. Act 150 of 1980 repealed Title XI of Book III of the Louisiana Civil Code of 1870,
containing articles 2801 through 2890, relative to partnerships, and revised, amended,
and reenacted a new Title XI, Partnership, including articles 2801 through 2848, providing
the rules governing partnerships and partnerships in commendam. Act 151 of 1980 amended
Code Title XI of Code Book III of Title 9 of the Louisiana Revised Statutes of 1950 by
repealing Chapter 1, Partnerships, containing sections 3401 through and including sec-
tion 3406, and by providing for the creation of a Central Registry for Contracts of Part-
nership. Act 152 of 1980 amended Code Title XI of Code Book III of Title 9 of the Loui-
siana Revised Statutes of 1950 by enacting a new Chapter 2, Qualification of Foreign Part-
nerships, containing sections 3421 through 3427, providing particular rules governing
foreign partnerships.
2. LA. CIv. CODE ANN. bk. III, tit. XI-Partnership, Reporter's Introduction 1980 at
9 (West Supp. 1981) [hereinafter cited as Reporter's Introduction]; O'Neal, An Appraisal
of the Louisiana Law of Partnership, 9 LA. L. REv. 307, 324 (1949).
3. See authorities cited in note 2, supra.
4. 1981 La. Acts, Nos. 795, 796, 797, & 888.
5. Act 795 of 1981 elaborated on the concept that Act 150 of 1980 was not to be
applied so as to divest already vested rights, stating that such rights include, but are
not limited to, the right to use an existing partnership name. Act 796 of 1981 clarified
section 2 of Act 151 of 1980, wherein it was provided that nothing in Act 151 of 1980 should
affect any limitations on the liability of partners in commendam (limited partners), by
adding that this provision applied to liabilities arising both prior to and subsequent to
January 1, 1981, the effective date of Act 151 of 1980. Act 888 of 1981 amended article
2814 by adding that persons authorized to execute a mortgage on behalf of a partnership
shall, for purposes of executory process, have authority to execute a confession of judg-
ment in the act of mortgage without execution of the articles of partnership by authentic
act.](ViewImageLocal?handle=hein.journals/louilr42&div=74&collection=journals&method=preview&ext=.png&size=3)
What Is HeinOnline?
Contact us for annual subscription options:
Already a HeinOnline Subscriber?
profiles profiles most
Louisiana's New Partnership Provisions: A Review of the Changes and Some Continuing Problem Areas
Contact us for annual subscription options:
Already a HeinOnline Subscriber?
profiles profiles most